There is accumulating evidence that children of affectively ill parents are at risk for having emotional, behavioral and cognitive problems. The purpose of this study is to more clearly define the relations between intellectual competence and 'at risk' status of children. Ninety mothers and two of their children are the focus of this study. The younger children were administered the McCarthy Scales of Intellectual Abilities at approximately 5 years of age and then several years later the younger children (8-11 years) and their older siblings (11-13 years) were administered the Wechsler Intelligence Scale for Children (WISC-R). Measures of academic achievement, self-perceptions of achievement/intellect, and diagnostic interviews were also administered. Preliminary findings suggest that intellectual functioning discriminates both in terms of 'at risk' status (IO's of bipolars was lower than other groups on the WISC-R) and in terms of the occurrence or type of childhood psychopathology (e.g., children with a disruptive diagnosis had lower IQ's when compared to children without a disruptive disorder). Further analyses will be completed with the goal of more clearly understanding how cognitive and neuropsychological functioning in children interfaces with the child's risk status (living with affectively ill parents and having a positive family history for affective illness) and the development of psychopathology.